The Companies Act 2006

PRIVATE COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

FINANCE & LEASING ASSOCIATION

Company No. 2651248

Incorporated: 4th October 1991

Adopted by special resolution passed on 17 May 2016

PENNINGTONS

MANCHES

Penningtons Manches LLP 31 Chertsey Street

Guildford Surrey GU1 4HD T:+44 (0)1483

791800 F:+44 (0)1483 574787

DX:2405 Guildford Ref: EAB/SAB/3003468

INTERPRETATION

1. Defined terms

1.1 In these articles, unless the context requires otherwise:

"Act" means the Companies Act 2006;

“Annual Subscription Fee” has the meaning given in Article 12.1;

“Appointed Director” has the meaning given in Article 20.1.3;

“appointor” has the meaning given in Article 39.1;

"Articles” means these Articles of Association;

"Associate Member" means any Member other than a Full

Member and "Associate Membership"

shall be interpreted accordingly;

"Association" means the Finance & Leasing

Association;

"Board" means the board of directors;

“Chairman of the Board” has the meaning given in Article 21;

“Chair” or “Chairman of the

Division"

has the meaning given in Article 45;

“chairman of the meeting” has the meaning given in Article 17.3;

“clear days” in relation to the period of a notice is that

period excluding the day when the notice

is given or deemed to be given and the

day for which it is given or on which it is

to take effect;

“Companies Acts” means the Companies Acts (as defined in

section 2 of the Act), in so far as they

apply to the Association;

"Conflict" has the meaning given in Article 33.1;

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“director” means a director of the Association, and

includes any person occupying the

position of director, by whatever name

called;

"Deputy Chairman of the

Board"

has the meaning given in Article 21.5;

"Division(s)" means any one or more of the Asset

Finance Division, the Consumer Finance

Division and the Motor Finance Division

(or any other division as may be agreed

by the Full Members) as the context

requires;

“document” includes, unless otherwise specified, any

document sent or supplied in electronic

form;

"Elected Director" has the meaning given in Article 20.1.1;

“electronic form” has the meaning given in section 1168 of

the Act;

“eligible director” means a director who would be entitled to

vote on the matter at a meeting of the

directors (but excluding any director

whose vote is not to be counted in

respect of the particular matter);

"Full Member" means a Member which has satisfied the

condition for Membership contained in

Article 6.3, and "Full Membership" shall

be interpreted accordingly;

"Group" in relation to a company, that company,

its subsidiaries, any company of which it

is a subsidiary (its holding company) and

any other subsidiaries of any such

holding company; and each company in a

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group is a member of the group.

Unless the context requires otherwise,

the application of the definition of Group

to any company at any time will apply to

the company as it is at that time;

"Interested Director" has the meaning given in Article 33.1;

“Management Committee(s)” means any one or more of the

Management Committees of the

Divisions;

"Member" has the meaning given in section 112 of

the Act and shall be used to refer to

either a Full Member or an Associate

Member of the Association and

“Membership” shall be construed

accordingly;

"Objects" means the objects of the Association, as

set out in Article 3;

"ordinary resolution" has the meaning given in section 282 of

the Act;

"Organisation" any legal person, firm, limited liability

partnership, company, association,

branch, European Economic Interest

Group, place of business, independent

trading entity or body;

“participate” in relation to a directors’ meeting, has the

meaning given in Article 30.1;

"Representative" a person appointed to represent a

Member pursuant to Article 10;

"Secretary" means the Company Secretary of the

Association appointed in accordance with

Article 42;

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“special resolution” has the meaning given in section 283 of

the Act;

“subsidiary” has the meaning given in section 1159 of

the Act;

"Vice-Chair” or “ Vice -

Chairman of the Division"

has the meaning given in Article 45; and

“writing” means the representation or reproduction

of words, symbols or other information in

a visible form by any method or

combination of methods, whether sent or

supplied in electronic form or otherwise.

1.2 Unless the context otherwise requires, other words or expressions contained in these

Articles bear the same meaning as in the Act as in force on the date when these

Articles become binding on the Association.

1.3 In these Articles, a reference to a person includes a reference to a company, a

partnership and to any other corporate body or unincorporated body of persons.

2. Model Articles

The provisions of Schedule 2 of the Companies (Model Articles) Regulations 2008

(SI 2008/3229) are hereby excluded.

OBJECTS

3. Objects

3.1 The Association’s Objects are:

3.1.1 to promote commerce through the promotion of the business interests of

the Members of the Association as providers of asset finance or asset

leasing, consumer credit and finance, including motor finance, or the

servicing of that credit (or anything related or connected thereto) and such

other areas of finance as may be agreed by the Full Members, and in

particular to:

(a) be a central representative body to put the collective views of the

Members to government departments, Parliament, European

institutions and other relevant organisations on matters which affect

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them;

(b) safeguard the interests of Members so that they can function

effectively and can compete on equal terms with other providers of

finance;

(c) to promote good practice and fair and responsible lending and

encourage the highest standards of professionalism;

(d) review, advise and take appropriate action in legal, fiscal, economic

and financial developments as they affect Members;

(e) provide a forum for Members to raise and have discussed general

issues affecting their business;

(f) provide business information to Members; and

(g) advance the public profile of the Association, its Members and their

business and to ensure that the Association is the authoritative

spokesman for the business finance, consumer finance and motor

finance (and such other areas of finance as may be agreed by the Full

Members) interests of its Members; and

3.1.2 to do all such other things and to carry on any other trade, business or

activity as may in the opinion of the Board be:

(a) advantageously carried on in connection with or ancillary; or

(b) deemed incidental or conducive,

to the attainment of the Association's Objects or any of them.

4. Use of income and property of the Association

4.1 The income and property of the Association shall be applied solely towards the

promotion of the Objects of the Association as set out in Article 3.

4.2 None of the income or property of the Association may be paid or transferred directly

or indirectly, by way of dividend, bonus or otherwise by way of profit, to any Member

of the Association save as may be provided by these Articles.

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MEMBERSHIP

5. Limited liability

5.1 The liability of each Member is limited to £1.00, being the amount that each Member

undertakes to contribute to the assets of the Association in the event of its being

wound up while the Organisation is a Member or within one year after the

Organisation ceases to be a Member, for:

5.1.1 payment of the Association’s debts and liabilities contracted before the

Organisation ceases to be a Member;

5.1.2 payment of the costs, charges and expenses of winding up; and

5.1.3 adjustment of the rights of the contributories amongst themselves. 6. Members

6.1 Organisations admitted to Membership in accordance with the Articles shall be the

Members of the Association. 6.2 There shall be two classes of Members of the Association:

6.2.1 Full Members; and

6.2.2 Associate Members,

each with the rights and obligations set out in these Articles. 6.3 Full Membership of the Association shall be confined to Organisations which are

engaged in the business of providing asset finance or carrying on the business of

asset leasing, consumer credit and finance, including motor finance, in the United

Kingdom and/or the servicing of that credit or finance or anything related or

connected thereto and such other areas of finance as may be agreed by the Full

Members.

6.4 Associate Membership of the Association shall be confined to Organisations which

are not eligible for Full Membership, but which provide goods or services to Members

or otherwise support the Association’s Objects.

6.5 The Board may from time to time determine sub-categories of Full Member and/or

Associate Member. 6.6 The Board may lay down rules of Membership (not being inconsistent with the

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Articles or with any legislation) which shall be binding on the Members. 7. Limitations on Associate Members

7.1 The rights and status of Associate Members shall be limited as follows:

7.1.1 the Representative(s) of an Associate Member shall be entitled to attend

and speak at general meetings of the Association but shall not be entitled

to vote at general meetings of the Association (whether on a show of

hands or on a poll);

7.1.2 an Associate Member shall not be taken into account in deciding whether

or not a quorum is present at any general meeting of the Association;

7.1.3 the Representative(s) of an Associate Member may attend the meetings of

the Management Committee of the Division of which it is a member, and

subject to the terms of reference of that Management Committee, but shall

not be:

(a) eligible for election to the positions of Chair or Vice-Chair of any

Management Committee of a Division;

(b) taken into account for the purpose of determining the number of

Members in each Division; or

(c) entitled to nominate or vote for any person for election to the positions

of Chair or Vice-Chair of any Division.

8. Applications for membership 8.1 No Organisation shall become a Member of the Association unless:

8.1.1 that Organisation has completed an application for Membership in a form

approved by the Board which shall:

(a) include a revocable election to join any one or more of the Divisions

(pursuant to Article 9.1); and

(b) be supported by such evidence as may be required by the

Management Committee(s) of such Division(s),

8.1.2 the Management Committee(s) of the Division(s) for which the election

referred to in Article 8.1.1(a) was made has approved the application; and

8.1.3 (if the Board so requires) the Board has approved the application.

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9. The Divisions

9.1 When applying for Membership of the Association, each Member shall elect to join

one or more of the Divisions.

9.2 A Member may thereafter apply to join another Division or become a Member of all

Divisions, and the provisions of Article 8.1 regarding the approval of an application

for Membership shall apply mutatis mutandis to such an application.

9.3 Each Member of the Association must be a Member of at least one Division.

10. Representatives

10.1 Each Member of the Association may appoint one or more Representative(s) to

represent its interests and in particular to attend and (in the case of a Full Member)

vote at general meetings and, where appropriate, meetings of the Management

Committee(s) and/or sub-committees in accordance with the procedural rules of each

such Management Committee or sub-committee.

10.2 A Member’s Representative(s) shall be entitled to exercise the same powers on

behalf of a Member as a Member could exercise if it were an individual Member of

the Association in attendance at the meeting, provided that if a Member has

appointed more than one Representative:

10.2.1 those Representatives will only be able to exercise one vote between them

at each:

(a) general meeting of the Members;

(b) meeting of a Management Committee upon which that Member is

represented; and

(c) meeting of a sub-committee upon which that Member is represented;

and

10.2.2 no more than one Representative of a Member shall be eligible to stand for

election as either the Chair or the Vice-Chair of a Division.

10.3 Each Representative appointed by a Member should have appropriate experience to

represent such Member.

10.4 A Member may appoint its Representative by notice in writing delivered to the

Association’s registered office. 10.5 A Member may terminate the appointment of a Representative by notice in writing

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delivered to the Association’s registered office. 10.6 This Article is without prejudice to a Member's right to appoint such representative as

it may see fit, or appoint a proxy in accordance with the provisions of the Act, to

attend, speak and vote at general meetings of the Members of the Association.

11. Register of Members

11.1 There shall be entered in the register of Members:

11.1.1 the name and address of each Member;

11.1.2 whether each Member is a Full Member or an Associate Member; and

11.1.3 in the case of either a Full Member or an Associate Member, the sub-

category (if any) to which such Full Member or Associate Member belongs.

12. Subscription Fees

12.1 Annually each Member shall pay to the Association such membership and/or

subscription fees as may be decided by the Board according to a formula agreed by

the Board (“Annual Subscription Fee”).

12.2 The Board shall be entitled to charge interest upon any Annual Subscription Fee (or

any part of it) which is one month or more in arrears.

12.3 Interest shall become chargeable from the time when the outstanding amount

became payable to the day of payment at a rate to be determined by the Board, but

not exceeding 10% per annum.

12.4 No Member which is one month or more in arrears in payment of any Annual

Subscription Fee (or any part of it) payable by it shall be entitled to:

12.4.1 receive notice of or attend or vote at any general meeting of the

Association; or

12.4.2 enjoy, receive or participate in any other right, privilege or advantage as a

Member,

unless and until it pays the whole amount in arrears, including interest, to the

Association.

12.5 The Board may at its discretion waive the provisions of this Article 12 in whole or in

part in any particular case.

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13. Termination of Membership

13.1 Membership shall not be transferable. 13.2 A Member may at any time withdraw from the Association by giving at least 3

months' written notice to the Association. A Member who has served notice to

withdraw from the Association will continue to be liable to pay any applicable

membership fees and expenses (including but not limited to the Annual Subscription

Fee for the duration of the notice period). Any such cessation of Membership shall

not release the Member from liability for any monies due from it to the Association in

its capacity as a Member at the date of withdrawal.

13.3 The Membership of any Member shall terminate immediately upon the happening of

any of the following events:

13.3.1 if an order is made or an effective resolution passed for winding up the

Member except for the purposes of a reconstruction or amalgamation;

13.3.2 if a receiving order is made against the Member, or if the Member shall

compound with its creditors generally; or

13.3.3 if the Board shall pass a resolution to determine Membership in

accordance with Article 13.7 below.

13.4 If:

13.4.1 a Member has remained continuously in arrears in respect of any Annual

Subscription Fee (or any part of it) due to the Association for three months

or more; or

13.4.2 an administration order is made in relation to a Member,

the Board may resolve that such Member's membership shall cease.

13.5 Any termination of Membership made pursuant to Articles 13.3 or 13.4 above shall

be without prejudice to the continued liability of such Member for all monies due to

the Association from it in its character of Member at the date of such cessation of

Membership.

13.6 The Board may at any time reinstate a Membership terminated pursuant to Article

13.4 on such terms as to payment of the arrears, interest and otherwise as the Board

10 3003468/19893420

may in its discretion think fit. 13.7 Without prejudice to any other provisions of the Articles, the Board may, by a

resolution passed by a majority of not less than two thirds of all eligible directors, at

its absolute discretion terminate the Membership of a Member.

14. Obligations of Members

14.1 Each Member shall, within 21 days of receipt, make payment of invoices issued by

the Association for services performed by the Association for and at the request of

the Member.

14.2 Each Member shall submit to the Association by the due date specified any

information reasonably required by the Association in order to calculate the rate of

subscription payable by Members from time to time. Such information will only be

used by the Association for the purpose for which it has been submitted, and will not

be shared with any other party, unless prior agreement has been obtained in writing

by the Association from the member concerned.

14.3 In the event that a Member does not submit the information required by Article 14.2,

the Board may demand from that Member such subscription as the Board may in its

absolute discretion determine.

14.4 Each Member shall submit to the Association by the due date specified returns of any

statistical information reasonably required by the Board from time to time.

14.5 In the event that a Member does not submit the information required by Article 14.4,

the Board may in its absolute discretion apply the provisions of Article 13.7.

14.6 The Members of the Association shall observe the provisions of the relevant FLA

Lending Code(s) or Business Code(s) of practice in force from time to time as may

be adopted or amended from time to time in any general meeting of the Association.

14.7 Any instance of non-compliance with the provisions of the relevant Lending or

Business Code(s) of practice of the Association in force from time to time will be

drawn to the attention of the Member concerned by the Association and (if

appropriate) referred to the relevant Lending or Business Code(s) disciplinary

process . The Association shall take such action as it deems appropriate, including a

warning, or expulsion from Membership of the Member concerned under the

provisions of Article 13.7. Any such action shall only be taken after consideration of

the advice of the relevant lending or business code group of the Association (if any)

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by the Board of Directors. 14.8 Members will notify the Association of any matters which might adversely affect the

reputation of the asset finance, or consumer finance, including motor finance, and

asset leasing industries or of the Association (or anything of material importance

related or connected thereto).

15. General meetings

15.1 The Association may (but is not obliged to) in each calendar year hold a general

meeting as its annual general meeting, in addition to any other meetings in that year.

15.2 Where the Association holds an annual general meeting, the Full Members shall be

requested to approve the composition of the Board currently in office at the time that

annual general meeting is held. Where the composition of the Board is not approved

by the Full Members in any general meeting (whether or not an "annual general

meeting") the provisions of Article 38.3 shall apply.

15.3 The Board may call general meetings and, on the requisition of Full Members

pursuant to the provisions of the Act, shall forthwith proceed to convene a general

meeting for a date not later than 8 weeks after receipt of the requisition. If there are

not within the United Kingdom sufficient members of the Board to call a general

meeting, any director or Full Member may call a general meeting.

16. Notice of general meeting

16.1 A general meeting shall be called by at least 14 clear days' notice.

16.2 A general meeting may be called by shorter notice if it is so agreed by a majority in

number of the Members entitled to attend and vote at the meeting, being a majority

who together represent not less than 90% of the total voting rights at that meeting of

all the Full Members.

16.3 The notice shall specify the time and place of the meeting and the general nature of

the business to be transacted and, in the case of an annual general meeting, shall

specify the meeting as such.

16.4 The notice shall be given to all Full Members, to the Board and to the auditors.

16.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of

a meeting by, any person entitled to receive notice shall not invalidate the

proceedings at that meeting.

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17. Proceedings at general meetings

17.1 No business shall be transacted at any general meeting unless a quorum of Full

Members is represented. Save as otherwise expressly provided in these Articles, a

quorum shall be the lesser of:

17.1.1 15 Full Members; and

17.1.2 25% of the total number of Full Members from time to time. 17.2 If a quorum is not present within half an hour from the time appointed for a general

meeting, or if during a general meeting such a quorum ceases to be present, the

general meeting shall stand adjourned to the same day in the next week at the same

time and place or to such other time or place as the chairman of the meeting may

determine. If at such adjourned meeting a quorum is not present within half an hour

from the time appointed for holding the meeting, the Full Members present shall

constitute a quorum.

17.3 The Chairman of the Board (or in his absence the Deputy-Chairman of the Board)

shall preside as chairman of the meeting, but if neither of them are present and

willing to act within 15 minutes after the time appointed for holding the meeting, the

Full Members represented shall elect a director to act as chairman of the meeting. If

no director is present and willing to act, the Full Members represented shall elect the

Representative of one of their number to be chairman of the meeting.

17.4 The chairman of the meeting may, with the consent of a meeting at which a quorum

is present (and shall if so directed by the meeting), adjourn the meeting from time to

time and from place to place, but no business shall be transacted at an adjourned

meeting other than business which might properly have been transacted at the

meeting had the adjournment not taken place.

17.5 When a meeting is adjourned for 14 days or more, at least 7 clear days' notice shall

be given specifying the time and place of the adjourned meeting and the general

nature of the business to be transacted. Otherwise it shall not be necessary to give

any such notice.

18. Voting at general meetings

18.1 Each Organisation which is separately listed as a Full Member in the Register of

Members shall have one vote (whether on a show of hands or on a poll), regardless

of the number of Divisions to which that entity belongs, and regardless of whether

13 3003468/19893420

that entity is part of a Group which pays a subscription based upon that Group's

combined company returns.

18.2 A resolution put to the vote of a meeting shall be decided on a show of hands unless

before, or on the declaration of the result of the show of hands, a poll is duly

demanded.

18.3 Subject to the provisions of the Act, a poll may be demanded:

18.3.1 by the chairman of the meeting; or

18.3.2 by at least two Full Members having the right to vote at the meeting. 18.4 Unless a poll is duly demanded, the declaration by the Chairman of the meeting that

the resolution has been carried or carried unanimously, or by a particular majority, or

lost, or not carried by a particular majority, shall suffice and be recorded in the

minutes of the meeting. An entry to that effect in the minutes of the meeting shall be

conclusive evidence of the fact, without needing any additional record of the votes

cast in favour of or against the resolution.

18.5 The demand for a poll may, before the poll is taken, be withdrawn but only with the

consent of the chairman of the meeting. A demand so withdrawn shall not be taken

to have invalidated the result of a show of hands declared before the demand was

made. No poll shall be demanded on the election of a chairman of a meeting or on

any question of adjournment.

18.6 A poll shall be taken as the chairman directs and he may appoint scrutineers (who

need not be Members) and fix a time and place for declaring the result of the poll.

The result of the poll shall be deemed to be the resolution of the meeting at which the

poll was demanded.

18.7 When demanded, a poll shall be taken at such time and place as the chairman of the

meeting directs, not being more than 30 days after the poll is demanded. The

demand for a poll shall not prevent the continuance of a meeting for the transaction

of any business, other than the question on which the poll was demanded. If a poll is

demanded before the declaration of the result of a show of hands and the demand is

duly withdrawn, the meeting shall continue as if the demand had not been made.

18.8 In the case of an equality of votes, whether on a show of hands or on a poll, the

chairman of the meeting shall be entitled to a casting vote in addition to any other

vote he may have.

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19. Written resolutions

19.1 A resolution in writing executed by or on behalf of the requisite percentage of Full

Members to vote upon it shall be as effectual as if it had been passed at a general

meeting duly convened and held, and may consist of several instruments in the like

form, each executed by or on behalf of one or more Full Members.

19.2 The requisite percentage referred to in Article 19.1 is:

19.2.1 more than 50% in the case of an ordinary resolution; or

19.2.2 not less than 75% in the case of a special resolution.

THE BOARD OF DIRECTORS 20. The Board

20.1 The Board shall comprise:

20.1.1 the holders from time to time of the posts of Chairman and Vice-Chairman

of each Division (each a "Elected Director");

20.1.2 the holder from time to time of the post of Director General; and

20.1.3 such other persons as may be appointed by the Board (each an

"Appointed Director"). 21. Chairing of Board meetings

21.1 The Board shall elect one of their number to serve as Chairman of the Board,

provided that no person shall be eligible to serve as Chairman of the Board unless he

is a Representative of a Full Member.

21.2 The Chairman of the Board shall also serve as chairman of the Association.

21.3 The Chairman of the Board shall be appointed for a term of two years and shall then

be eligible for immediate re-appointment.

21.4 If the Chairman of the Board is not participating in a directors’ meeting within ten

minutes of the time at which it was to start, the participating directors must appoint

one of themselves to chair the meeting.

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21.5 The Board may from time to time elect a Deputy Chairman of the Board from

amongst the directors of the Association.

21.6 Subject to Article 21.7 below, the Deputy Chairman shall be appointed for a term of

two years and shall then be eligible for immediate re-appointment.

21.7 In the event that the Chairman of the Board relinquishes his office (whether

voluntarily or otherwise), the Deputy Chairman shall automatically, and without the

need for further action on the part of any person, be appointed as Chairman of the

Board.

22. Director General

22.1 A Director General of the Association shall be appointed by the Board on such terms,

including remuneration, and for such period as the Board may think fit.

22.2 The Director General shall also be eligible to be appointed as the Secretary of the

Association. 22.3 Any Director General in office may be removed by resolution passed by a majority of

the Board.

23. Appointed Directors

23.1 The Board may by majority decision appoint any person to be an Appointed Director.

23.2 An Appointed Director:

23.2.1 shall be appointed for a term of two years and shall then be eligible for

immediate re-appointment;

23.2.2 may be removed from office with immediate effect or as the Board sees fit,

by a majority decision of the Board; and

23.2.3 shall be subject to confirmation in office at the next general meeting which

occurs after the date of such Appointed Director's appointment.

24. Directors’ general authority

24.1 The directors are responsible for the management of the business of the Association,

for which purpose they may exercise all the powers of the Association.

24.2 All acts done by a meeting of the Board or by a director shall, notwithstanding that it

be afterwards discovered that:

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24.2.1 there was a defect in the appointment of any such director;

24.2.2 that any of the directors were disqualified from holding office;

24.2.3 had vacated office; or

24.2.4 were not entitled to vote,

be as valid as if every such person had been duly appointed and was qualified and

had continued to be a director and had been entitled to vote.

25. Members' reserve power

25.1 The Full Members may, by special resolution, direct the directors to take, or refrain

from taking, specified action.

25.2 No such special resolution, nor any alteration of the Articles, invalidates anything

which the directors have done before the passing of the resolution.

26. Delegation of directors' powers

26.1 Subject to these Articles, the directors may delegate any of the powers which are

conferred on them under these Articles:

26.1.1 to such person or committee;

26.1.2 by such means (including by power of attorney);

26.1.3 to such an extent;

26.1.4 in relation to such matters or territories; and

26.1.5 on such terms and conditions,

as they think fit.

26.2 If the directors so specify, any such delegation may authorise further delegation of

the directors’ powers by any person to whom they are delegated.

26.3 The directors may revoke any delegation in whole or part, or alter its terms and

conditions.

27. Decision making by directors

27.1 The general rule about decision-making by directors is that any decision of the

directors must be either a majority decision at a meeting, or a decision taken in

accordance with Article 28.

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27.2 In the event that more than one director serving on the Board represents, is

employed by, or is otherwise connected to the same Full Member, such directors (or

their alternates) shall:

27.2.1 disclose their connections to that Full Member to the Board; and

27.2.2 (unless otherwise authorised by the Board pursuant to Article 33) only be

entitled to exercise one vote between them on any directors’ resolution in

relation to matters which are of direct import or relevance to that Full

Member

28. Unanimous decisions

28.1 A decision of the directors is taken in accordance with this Article when all eligible

directors indicate to each other by any means that they share a common view on a

matter.

28.2 Such a decision may take the form of a resolution in writing, copies of which have

been signed by each eligible director or to which each eligible director has otherwise

indicated agreement in writing.

28.3 References in this Article to eligible directors are to directors who would have been

entitled to vote on the matter had it been proposed as a resolution at a directors’

meeting of the Board.

28.4 A decision may not be taken in accordance with this Article if the eligible directors

would not have formed a quorum at such a meeting.

29. Calling a Board meeting

29.1 The Board shall meet at least 4 times in each calendar year.

29.2 The Secretary or the Director General, or (in the absence of a secretary) any director

shall call meetings of the Board on the request of either:

29.2.1 the Chairman of the Board; or

29.2.2 any two directors. 29.3 The Secretary shall give notice in writing of any meeting of the Board to the directors.

Such notice must indicate:

29.3.1 its proposed date and time;

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29.3.2 where it is to take place; and

29.3.3 if it is anticipated that directors participating in the meeting will not be in the

same place, how it is proposed that they should communicate with each

other during the meeting.

29.4 Notice of a directors’ meeting need not be given to directors who waive their

entitlement to notice of that meeting by giving notice to that effect to the Association

not more than 7 days after the date on which the meeting is held. Where such notice

is given after the meeting has been held, that does not affect the validity of the

meeting, or of any business conducted at it.

30. Participation in Board meetings

30.1 Subject to these Articles, directors participate in a Board meeting, or part of a Board

meeting, when:

30.1.1 the meeting has been called and takes place in accordance with these

Articles; and

30.1.2 they can each communicate to the other directors any information or

opinions they have on any particular item of the business of the meeting.

30.2 In determining whether directors are participating in a directors’ meeting, it is

irrelevant where any director is or how they communicate with each other.

30.3 If all the directors participating in a meeting are not in the same place, they may

decide that the meeting is to be treated as taking place wherever any of them is.

30.4 The provisions of this Article 30 shall apply mutatis mutandis to meetings of any

Management Committee or any other sub-committee or group of the Association. 31. Quorum for Board meetings

31.1 At a Board meeting, unless a quorum is participating, no proposal is to be voted on

except a proposal to call another meeting.

31.2 The quorum for Board meetings may be fixed from time to time by the Board. Unless

otherwise fixed, the quorum fixed for directors' meetings shall be three directors.

31.3 If the total number of directors for the time being is less than the quorum required,

the directors must not take any decision other than a decision:

19 3003468/19893420

31.3.1 to appoint further directors; or

31.3.2 to call a general meeting so as to enable the Full Members to appoint

further directors.

32. Casting vote

32.1 If the number of votes for and against a proposal are equal, the Chairman of the

Board, or in his absence, such other person as has been appointed to chair a

meeting of the directors, has a casting vote.

32.2 But Article 32.1 does not apply if, in accordance with these Articles, the Chairman of

the Board, or such other person as has been appointed to chair a meeting of the

directors, is not to be counted as participating in the decision-making process for

quorum or voting purposes.

33. Conflicts of interest

33.1 The directors may, in accordance with the requirements set out in this Article,

authorise any matter or situation proposed to them by any director which would, if not

authorised, involve a director (an "Interested Director") breaching his duty under

section 175 of the Act to avoid conflicts of interest ("Conflict").

33.2 Any authorisation under this Article 33 will be effective only if:

33.2.1 the matter in question shall have been proposed by any director for

consideration in the same way that any other matter may be proposed to

the directors under the provisions of these Articles, or in such other

manner as the directors may determine;

33.2.2 any requirement as to the quorum for consideration of the relevant matter

is met without counting the Interested Director; and

33.2.3 the matter was agreed to without the Interested Director voting, or would

have been agreed to if the Interested Director's vote had not been

counted.

33.3 Any authorisation of a Conflict under this Article 33 may (whether at the time of giving

the authorisation or subsequently):

33.3.1 extend to any actual or potential conflict of interest which may reasonably

be expected to arise out of the matter or situation so authorised;

20 3003468/19893420

33.3.2 provide that the Interested Director be excluded from the receipt of

documents and information and the participation in discussions (whether at

meetings of the directors or otherwise) related to the Conflict;

33.3.3 provide that the Interested Director shall or shall not be an eligible director

in respect of any future decision of the directors in relation to any

resolution related to the Conflict;

33.3.4 impose upon the Interested Director such other terms for the purposes of

dealing with the Conflict as the directors think fit;

33.3.5 provide that, where the Interested Director obtains, or has obtained

(through his involvement in the Conflict and otherwise than through his

position as a director of the Association) information that is confidential to

a third party, he will not be obliged to disclose that information to the

Association, or to use it in relation to the Association’s affairs where to do

so would amount to a breach of that confidence; and

33.3.6 permit the Interested Director to absent himself from the discussion of

matters relating to the Conflict at any meeting of the directors and be

excused from reviewing papers prepared by, or for, the directors to the

extent they relate to such matters.

33.4 Where the directors authorise a Conflict, the Interested Director will be obliged to

conduct himself in accordance with any terms and conditions imposed by the

directors in relation to the Conflict.

33.5 The directors may revoke or vary such authorisation at any time, but this will not

affect anything done by the Interested Director prior to such revocation or variation, in

accordance with the terms of such authorisation.

33.6 A director is not required, by reason of being a director (or because of the fiduciary

relationship established by reason of being a director), to account to the Association

for any remuneration, profit or other benefit which he derives from or in connection

with a relationship involving a Conflict which has been authorised by the directors or

by the Association at a general meeting (subject in each case to any terms, limits or

conditions attaching to that authorisation), and no contract shall be liable to be

avoided on such grounds.

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34. Interests in transactions with the Association

A director who is in any way, directly or indirectly, interested in a proposed

transaction or arrangement with the Association may attend, vote and be counted in

the quorum at any meeting of the director(s), provided that he has disclosed to the

Board the nature and extent of his interest in accordance with section 177 of the Act.

35. Directors' remuneration

35.1 The Board may enter into an agreement or arrangement with an Appointed Director

for:

35.1.1 his employment by the Association; or

35.1.2 for the provision by him of any services outside the scope of his ordinary

duties as a director of the Association.

35.2 Any such appointment, agreement or arrangement referred to in Article 35.1 above:

35.2.1 may be made upon such terms as the Board determines; and

35.2.2 shall terminate if he ceases to be a director of the Association (but without

prejudice to any claim to damages for breach of any contract of service or

contract for services between him and the Association).

35.3 An Appointed Director shall disclose to the Association any remuneration and/or

other benefit derived from such office in the financial year in which it is received.

36. Payment of expenses

The Board may pay to any director or any other person out of the funds of the

Association any reasonable expenses which such director or other person incurs in

or about the ordinary business of the Association or in performing special services on

its behalf, with the authority or sanction of the Board but not otherwise.

37. Minutes of meetings

37.1 The Board shall cause proper minutes to be made of all proceedings and business

transacted at:

37.1.1 meetings of the Board (including but not limited to all appointments of

officers made by the Board); and

37.1.2 general meetings of the Association.

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37.2 Any minutes of a meeting of the Board or of a general meeting of the Association

shall, where signed by the chairman of such meeting, be sufficient evidence without

any further proof of the facts stated in such minutes.

38. Disqualification and removal of directors

38.1 A person shall cease to be a director as soon as:

38.1.1 he becomes bankrupt or makes any arrangement or composition with his

creditors generally;

38.1.2 he is convicted of any offence of dishonesty;

38.1.3 he is, or may be, suffering from mental disorder and either:

(a) he is admitted to hospital in pursuance of an application for admission

for treatment under the Mental Health Act 1983 or, in Scotland, an

application for admission under the Mental Health (Scotland) Act

1960; or

(b) an order is made by a court having jurisdiction (whether in the United

Kingdom or elsewhere) in matters concerning mental disorder for his

detention or for the appointment of a receiver, curator bonis or other

person to exercise powers with respect to his property or affairs;

38.1.4 he ceases to hold the office by which he was qualified to be a Board

member unless the other members of the Board invite him to continue and

there are sufficient vacancies on the Board to allow him to do so;

38.1.5 he gives notice of resignation from the Board;

38.1.6 the Full Members in general meeting resolve by ordinary resolution that he

shall cease to be a director;

38.1.7 more than 50% of the Full Members of the Division from which he was

elected to the post of Chair or Vice-Chair of a Division resolve that he shall

cease to be a director; or

38.1.8 a majority of the Board of the Association (excluding the Elected Director

in question) resolves that the Elected Director is no longer able to properly

represent the interests of the Association because:

(a) the Elected Director has ceased to be an employee or director of the

Member of which he is the Representative, or has been placed on

garden leave by such Member;

23 3003468/19893420

(b) the Elected Director has been unable to perform his duties to a

material extent during the previous 6 months due to prolonged illness;

or

(c) the Elected Director has, in the Board’s opinion, acted inappropriately.

38.2 In the event that a director ceases to be director under any provision of article 38.1,

he shall be deemed to have resigned any and all other offices he may hold within the

Association, including but not limited to that of Representative of the Full Member

which appointed him, Chair or Vice-Chair of any Division and member of any

Committee, on the date he ceased to be a director.

38.3 If the current composition of the Board is not confirmed at any general meeting of the

Members:

38.3.1 the directors shall continue in office for 28 days during which time the

Management Committee of each Division will be required to re-elect or

replace their Chairman and Vice-Chairman; and

38.3.2 the officers so re-elected and the replacements of officers not so re-

elected shall constitute a new Board from the expiry of the 28 day period.

After the expiry of this period, the new Board may reappoint or replace any

one or more of the Appointed Directors.

39. Alternate Directors

39.1 Any director (“appointor”) may appoint as an alternate any other director, or any

other person approved by resolution of the directors, to exercise that director’s

powers and carry out that director’s responsibilities in relation to the taking of

decisions by the directors, in the absence of the alternate’s appointor.

39.2 Any appointment or removal of an alternate must be effected by notice in writing to

the Company signed by the appointor, or in any other manner approved by the

directors.

40. Rights and Responsibilities of Alternate Directors

40.1 An alternate director may act as alternate director to more than one director and has

the same rights in relation to any decision of the directors as the alternate's

appointor.

40.2 Alternate directors:

40.2.1 are deemed for all purposes to be directors;

24 3003468/19893420

40.2.2 are liable for their own acts and omissions;

40.2.3 are subject to the same restrictions as their appointors; and

40.2.4 are not deemed to be agents of or for their appointors,

and in particular (without limitation) each alternate director shall be entitled to receive

notice of all meetings of directors and of all meetings of committees of directors of

which his appointor is a member.

40.3 A person who is an alternate director but not a director:

40.3.1 may be counted as participating for the purposes of determining whether a

quorum is present (but only if that person's appointor is not participating);

40.3.2 may participate in a unanimous decision of the directors (but only if his

appointor is an Eligible Director in relation to that decision, but does not

participate); and

40.3.3 shall not be counted as more than one director for the purposes of Articles

40.3.1 and 40.3.2. 40.4 A director who is also an alternate director is entitled, in the absence of his appointor,

to a separate vote on behalf of his appointor, in addition to his own vote on any

decision of the directors (provided that his appointor is an Eligible Director in relation

to that decision), but shall not count as more than one director for the purposes of

determining whether a quorum is present.

40.5 An alternate director is not entitled to receive any remuneration from the Company

for serving as an alternate director except such part of the alternate's appointor's

remuneration as the appointor may direct by notice in writing made to the Company.

41. Termination of Alternate Directorship

41.1 An alternate director's appointment as an alternate terminates:

41.1.1 when the alternate's appointor revokes the appointment by notice to the

Company in writing specifying when it is to terminate;

41.1.2 on the occurrence, in relation to the alternate, of any event which, if it

occurred in relation to the alternate's appointor, would result in the

termination of the appointor's appointment as a director;

41.1.3 on the death of the alternate's appointor; or

25 3003468/19893420

41.1.4 when the alternate's appointor's appointment as a director terminates. 42. Secretary

Subject to the provisions of the Act, the Secretary shall be appointed by the Board on

such terms and for such period as the Board may think fit, and any Secretary so

appointed may be removed by the Board.

THE COMMITTEES

43. Committees

43.1 The Board may delegate any of its powers to sub-committees consisting of such

persons as it thinks fit, or to the Management Committees of the Divisions. Any such

delegation may be made subject to any conditions the Board may impose and may

be revoked or altered.

43.2 The directors may make rules of procedure for all or any committees, which prevail

over rules derived from these Articles if they are not consistent with them.

43.3 Subject to any such conditions or rules of procedure, the proceedings of any such

sub-committee shall be governed by the Articles regulating the proceedings of the

Board so far as they are capable of applying.

44. The Management Committees

44.1 Each of the Divisions shall be governed by a Management Committee. 44.2 Each Management Committee shall, save as expressly provided in these Articles,

determine its title and the conduct of its own proceedings.

44.3 Each Member of a Division shall be entitled to send one or more Representative(s) to

the meetings of the Management Committee of that Division, subject always to

Article 10.2 and the terms of reference of that Management Committee.

45. Chairmen and Vice-Chairmen of the Divisions

45.1 Subject to Article 10.2, the Management Committee of each Division shall elect from

amongst the Representatives of the Members of that Division a Chairman and Vice-

Chairman, each of whom will serve upon:

45.1.1 the Management Committee of that Division; and

26 3003468/19893420

45.1.2 the Board of the Association as Elected Directors. 45.2 Each Elected Director shall hold office for two years and shall then be eligible for

immediate re-appointment, unless he shall cease to be a director in one or more of

the circumstances outlined in article 38.1.

ADMINISTRATION

46. Legal Proceedings

The Association shall not contribute to the costs of conducting or defending any

action or other proceedings in any court of law, save in any case in which the Board

has determined that, in their opinion, to do so would be within the interests of the

Association.

47. Accounts

47.1 The Board shall cause proper books of accounts to be kept with respect to:

47.1.1 all sums of money received and expended by the Association, and the

matters in respect of which such receipts and expenditure take place;

47.1.2 all sales and purchases of goods by the Association; and

47.1.3 the assets and liabilities of the Association. 47.2 The books of accounts shall:

47.2.1 be kept at the Association's registered office, or at such other place or

places as the Board shall decide; and

47.2.2 at all times be open to the inspection of the directors.

47.3 The Association in general meeting may from time to time make reasonable

conditions and regulations as to the time and manner of the inspection by the

Members of the accounts and books of the Association, or any of them.

47.4 Subject to any conditions and regulations imposed under Article 47.3, the accounts

and books of the Association shall be open to the inspection of the Members at all

reasonable times during business hours.

47.5 The Board shall send the following documents to all persons entitled to receive notice

27 3003468/19893420

of general meetings:

47.5.1 a profit and loss account for the period since the last preceding account

and a balance sheet, each made up to a date not more than nine months

before such meeting;

47.5.2 a report of the Board; and

47.5.3 a report of the auditors. 48. Audit

48.1 At least once in every year the accounts of the Association shall be examined by one

or more properly qualified auditors, who shall ascertain the accuracy of the profit and

loss account and balance sheet.

48.2 In accordance with section 487 of the Act, where no auditor has been appointed by

the end of the next period for appointing auditors, any auditor in office immediately

before that time is deemed to be re-appointed at that time, unless:

48.2.1 he was appointed by the directors;

48.2.2 the deemed re-appointment is prevented by the Members under section

488 of the Act;

48.2.3 the Members have resolved that he should not be re-appointed; or

48.2.4 the directors have resolved that no auditor or auditors should be appointed

for the financial year in question.

48.3 Auditors shall be appointed and their duties regulated in accordance with the Act.

49. Notices

49.1 Any notice to be given to or by any person pursuant to these Articles shall be in

writing.

49.2 The Association may give any notice to a Member:

49.2.1 personally;

49.2.2 by sending it by post in a prepaid envelope addressed to the Member at its

address as appearing in the Register of Members;

28 3003468/19893420

49.2.3 by leaving it at the Member's address as appearing in the Register of

Members; or

49.2.4 by transmission to an electronic mail address or facsimile number notified

to the Association by the Member for that purpose.

49.3 A Member present by means of its Representative or other nominee at any meeting

of the Association shall be deemed to have received notice of the meeting and,

where necessary, of the purposes for which that meeting was called.

49.4 A Member whose registered address is not within the United Kingdom and who gives

to the Association an address within the United Kingdom at which notices may be

given to it shall be entitled to have notices given to it at that address, but otherwise

no such Member shall be entitled to receive any notice from the Association.

49.5 Proof that an envelope containing a notice was properly addressed, prepaid and

posted shall be conclusive evidence that the notice was given.

49.6 Notice of a meeting shall be deemed to have been given:

Method of delivery Date of deemed receipt

Personal delivery Date of delivery

Post 48 hours after the envelope containing

the notice was posted

Hand delivery to Member's notified

address

Date of delivery

Facsimile transmission Date of successful transmission

Electronic mail message Date of transmission 49.7 Any notice to be given or resolution circulated to the Board or any sub-committee of

the Board or to the Management Committees of the Association or any other

committee or group of Members should be in writing or should be given in electronic

form to an address for the time being notified for that purpose to the person giving

the notice or circulating the resolution.

49.8 Subject to these Articles, any notice or document to be sent or supplied to a director

in connection with the taking of decisions by directors may also be sent or supplied

by the means by which that director has asked to be sent or supplied with such

29 3003468/19893420

notices or documents for the time being. 49.9 Subject to these Articles, anything sent or supplied by or to the Association under

these Articles may be sent or supplied in any way in which the Act provides for

documents or information which are authorised or required by any provision of that

Act to be sent or supplied by or to the Association.

50. Winding up

On the winding-up and dissolution of the Association, the balance of its funds and

assets after satisfaction of its debts and liabilities shall be transferred to such other

person(s) as may be decided by ordinary resolution of the Full Members, provided

that no assets shall be transferred to any Member of the Association.

51. Indemnity

51.1 Subject to the provisions of the Act, every director, Secretary or other officer or

auditor of the Association shall be indemnified out of the assets of the Association

against any liability incurred by him in defending any proceedings whether civil or

criminal, in which:

51.1.1 judgment is given in his favour;

51.1.2 he is acquitted; and/or

51.1.3 relief is granted to him by the court,

in relation to liability for negligence, default, breach of duty or breach of trust in

relation to the affairs of the Association.

51.2 This Article does not authorise any indemnity which would be prohibited or rendered

void by any provision of the Companies Acts or by any other provision of law.

30 3003468/19893420